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et Post Office Limited — Strictly Confidential
POLB(12)4"
POLB12/28-43
Post Office Limited
(company no. 2154540}
Minutes of the meeting of the Board of Directors
held at 148 Old Street, London EC1V 9HQ on 15" March 2012
Present:
Alice Perkins Chairman, Post Office Ltd
Neil McCausland Senior Independent Director, Post Office Ltd
Les Owen Non Executive Director, Post Office Ltd
Paula Vennells Managing Director, Post Office Ltd
Chris Day Chief Financial Officer, Post Office Ltd
In attendance:
Alwen Lyons Company Secretary, Post Office Ltd
Lesley Sewell Interim Chief Operating Officer (item POLB 12/28)
Kevin Gilliland Sales and Network Director (litem POLB 12/29 & 30)
Nick Kennett Financial Services Director (item POLB12/30 & 36)
Susan Crichton Legal and Compliance Director (item POLB 12/39 & 40}
Sarah Hall Financial Controller (item POLB 12/39)
Martin Lacey Pensions Specialist (item POLB 12/38)
POLB12/28 INFRASTRUCTURE (IT AND PROCUREMENT)
{a) Lesley Sewell explained the IT Strategy for the next 3 years which
will support the wider business activity, procure circa 60 IT contracts
and deliver the cost reduction challenge. The Board discussed the
Strategy which involves the proposed introduction of a Service
integrator (SI) to manage IT providers. Les Owen asked if the SI
would be allowed to provide any of the work towers in the
framework of suppliers, (POL(12)28 Appendix 2). Lesley Sewell
explained that the SI would only supply the service desk but no
other tower;
(®) Lesley Sewell emphasised that the business lacked the capability
and maturity to manage the changes required to deliver the fulure
IT infrastructure, This work was not a core competency and it made
more sense to outsource. She stressed the importance of getting
the SI contract terms correct and getting good governance in place
to manage that contract;
(cs) Chris Day assured the Board that the S! and contracts would
include efficiency targets which were already assumed in the
budget;
(d) Neil McCausland had suggested at a pre-meet that the SI approach
be tested to give the Board some assurance that it was the best
solution. Lesley Sewell reported that Berkeley Partnership had
reviewed the SI strategy and were supportive of the approach
agreeing that the SI would bring the required capabilities to the
business;
POLB12/41
ACTION:
Paula Vennells
POLB12/42
(a)
(b)
(c)
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Post Office Limited — Strictly Confidential
it was resolved that it would promote the success of the Company
for Alice Perkins to remain a director of the Company
notwithstanding her position and interest as a director of RMH and
accordingly that such position and interest shall be authorised for
the purposes of section 175 of the Act and in accordance with
article 89 of the Articles of Association, and that such authorisation
shall extend to any actual or potential conflict which may arise out
of the matter so authorised;
the Board may notify Alice Perkins from time to time of any
additional obligations or restrictions that it considers appropriate for
her to observe in order to manage the conflict situation;
in respect of a matter to which this authority relates, Alice Perkins
shall not be obliged to disclose fo the Company any information in
respect of which she owes a duty of confidentiality to a person other
than the Company;
this authority may be terminated by the Board at any time;
subject to any duty of confidentiality, Alice Perkins shail be required
to notify the Board as soon as reasonably practicable if there occurs
any other material change of circumstances of which in her
reasonable opinion the Board should be aware if it were considering
granting or renewing any such authorisation;
it was noted that, pursuant to Article 89 and section 175(6) of the
Act, the meeting was quorate without counting Alice Perkins and
Alice Perkins did not vote on the foregoing resolution.
ANY OTHER BUSINESS
Appointment of Yorkshire Bank as Bankers POLB(12)51
The Board approved the appointment of Yorkshire Bank;
the Chairman informed the Board that, following their
recommendation to the Shareholder Executive, Virginia Holmes had
been given Ministerial approval to become a POL. Non-Executive
Director and would join the Board in April;
the Chairman explained that she and the Company Secretary had
met James Arbuthnot MP, at his request to discuss the
Subpostmaster cases questioning the integrity of the Horizon
system. The Chairman hoped that she could find a way to convince
him and other MPs thal the system was not at fault. This might
mean looking at a further independent study of the issues.
NOTING PAPERS
Significant Litigation Report (POLB(12}42) was noted.
Post Office Sealings (POLB(12}43) was noted.
Communication Action Group Minutes (POLB(12)44) were noted,
Olympics (POLB(12)45) was noted.
Privacy Compliance Strategy (POLB(12)46) was noted.
Verification of Telecoms Supplier (POLB(12)47 was noted.
Treasury ~ Authority Levels (POLB(12)48) was noted.
ACTION:
Lesley Sewell
POLB12/43
(h)
iu)
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Post Office Limited ~ Strictly Confidential
RMG Price Changes (POLB(12)49) was noted.
Horizon Update (POLB(12)50) was noted.
a) Lesley Sewell reported that a tactical review was underway fo
understand the single points of failure within the system. A more
strategic review was also needed for re-visiting decisions made
on critical back-up for system failures. Lesley Sewell would
return to the Board with the outcome of the two reviews and the
options available for the future.
b
the Chairman informed the Board that she and Paula Vennells
were meeting with Duncan Tait (CEO Fujitsu} and Rod Vawdry
(Vice chairman of Fujitsu) that evening.
CLOSE
There being no other business, the Chairman closed the meeting.
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